SEC Form 4 · accession 0001395942-16-000373
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rebecca C. Polak
Officer — EVP, Gen. Counsel & Secretary
Period of report
Dec 15, 2016
Accepted (ET)
Dec 19, 2016 · 7:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001395942
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 15, 2016 | A | 46,894 | $0.00 | A | 47,487 | D | |
| Common Stock | Dec 15, 2016 | F | 19,830 | $43.25 | D | 27,657 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $10.00 | holding | — | — | — | — | May 6, 2019 | Common Stock | 176,720 | 176,720 | D |
| Employee Stock Option (right to buy)F5 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 34,996 | 34,996 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 1,906 | 1,906 | D |
Explanation of responses
- F1The number of performance-based restricted stock units that vested was determined based on the Company's total stockholder return relative to that of companies within the S&P 500 Index over a three-year period from December 13, 2013 through December 13, 2016.
- F2Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on December 15, 2016.
- F3Shares withheld by the Company to satisfy tax withholding requirements.
- F4All of these options are currently exercisable.
- F517,498 of these options are currently exercisable, 8,749 of these options become exercisable on February 27, 2017 and the remaining 8,749 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
- F6Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 20, 2016.
- F7These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on February 20, 2016, one-third of these restricted stock units vest on February 20, 2017 and the remaining one-third of these restricted stock units vest on February 20, 2018, assuming continued employment through the applicable vesting date.